Condensed Consolidating Financial Information | NOTE 16: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company is the issuer of the Notes (see Note 6 ) and such debt is guaranteed by the Company’s subsidiary guarantors (the “Subsidiary Guarantors”). The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) include certain direct or indirect subsidiaries of the Company. The guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such guarantor of the obligations, under the Senior Credit Agreement, or (f) during the period when the rating of the Notes is changed to investment grade. In the fourth quarter of 2018, the Company released certain Subsidiary Guarantors from their guarantees of the Notes upon designating such Subsidiary Guarantors to be unrestricted subsidiaries in accordance with the Indenture. As a result, these subsidiaries became Non-Guarantor Subsidiaries and the operations of these entities were retrospectively reclassified and are now reflected in the Non-Guarantor Subsidiaries column for all periods presented. These reclassifications had no impact on the Company’s historical consolidated results of operations. In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying unaudited condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following unaudited Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED JUNE 30 , 2019 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 482,885 $ 1,151 $ — $ 484,036 Programming and direct operating expenses — 231,508 662 — 232,170 Selling, general and administrative 24,615 104,221 864 — 129,700 Depreciation and amortization 1,558 44,468 2,859 — 48,885 Total Operating Expenses 26,173 380,197 4,385 — 410,755 Operating (Loss) Profit (26,173 ) 102,688 (3,234 ) — 73,281 Income (loss) on equity investments, net — 47,177 (650 ) — 46,527 Interest income 7,720 — 6 — 7,726 Interest expense (43,777 ) — — — (43,777 ) Pension and other postretirement periodic benefit credit, net 4,524 — — — 4,524 Other non-operating items, net (842 ) — 46 — (796 ) Intercompany income (charges) 23,578 (23,578 ) — — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (34,970 ) 126,287 (3,832 ) — 87,485 Income tax (benefit) expense (8,336 ) 33,094 (923 ) — 23,835 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 90,291 (188 ) — (90,103 ) — Net Income (Loss) $ 63,657 $ 93,005 $ (2,909 ) $ (90,103 ) $ 63,650 Net loss attributable to noncontrolling interests — — 7 — 7 Net Income (Loss) attributable to Tribune Media Company $ 63,657 $ 93,005 $ (2,902 ) $ (90,103 ) $ 63,657 Comprehensive Income (Loss) $ 53,271 $ 92,998 $ (2,692 ) $ (90,306 ) $ 53,271 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED JUNE 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 486,549 $ 2,809 $ — $ 489,358 Programming and direct operating expenses — 209,872 580 — 210,452 Selling, general and administrative 19,570 105,564 744 — 125,878 Depreciation and amortization 2,069 49,949 2,944 — 54,962 Total Operating Expenses 21,639 365,385 4,268 — 391,292 Operating (Loss) Profit (21,639 ) 121,164 (1,459 ) — 98,066 Income on equity investments, net — 42,684 9,884 — 52,568 Interest and dividend income 2,336 — — — 2,336 Interest expense (41,990 ) — — — (41,990 ) Pension and other post retirement periodic benefit credit, net 6,985 — — — 6,985 Other non-operating items (711 ) — — — (711 ) Intercompany income (charges) 12,412 (12,369 ) (43 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (42,607 ) 151,479 8,382 — 117,254 Income tax (benefit) expense (9,620 ) 40,272 2,164 — 32,816 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 117,429 (198 ) — (117,231 ) — Net Income (Loss) $ 84,442 $ 111,009 $ 6,218 $ (117,231 ) $ 84,438 Net loss attributable to noncontrolling interests — — 4 — 4 Net Income (Loss) attributable to Tribune Media Company $ 84,442 $ 111,009 $ 6,222 $ (117,231 ) $ 84,442 Comprehensive Income (Loss) $ 83,011 $ 110,968 $ 5,561 $ (116,529 ) $ 83,011 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) SIX MONTHS ENDED JUNE 30 , 2019 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 936,522 $ 2,502 $ — $ 939,024 Programming and direct operating expenses — 449,860 1,360 — 451,220 Selling, general and administrative 48,188 213,025 1,749 — 262,962 Depreciation and amortization 3,301 87,838 5,719 — 96,858 Total Operating Expenses 51,489 750,723 8,828 — 811,040 Operating (Loss) Profit (51,489 ) 185,799 (6,326 ) — 127,984 Income (loss) on equity investments, net — 93,634 (1,422 ) — 92,212 Interest income 13,966 — 7 — 13,973 Interest expense (87,392 ) — — — (87,392 ) Pension and other postretirement periodic benefit credit, net 9,154 — — — 9,154 Gain on investment transaction — — 86,272 — 86,272 Other non-operating items, net (2,044 ) (1,000 ) (693 ) — (3,737 ) Intercompany income (charges) 47,156 (47,156 ) — — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (70,649 ) 231,277 77,838 — 238,466 Income tax (benefit) expense (17,124 ) 61,741 16,995 — 61,612 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 230,390 (348 ) — (230,042 ) — Net Income (Loss) $ 176,865 $ 169,188 $ 60,843 $ (230,042 ) $ 176,854 Net loss attributable to noncontrolling interests — — 11 — 11 Net Income (Loss) attributable to Tribune Media Company $ 176,865 $ 169,188 $ 60,854 $ (230,042 ) $ 176,865 Comprehensive Income (Loss) $ 160,867 $ 169,166 $ 60,751 $ (229,917 ) $ 160,867 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) SIX MONTHS ENDED JUNE 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 927,440 $ 5,553 $ — $ 932,993 Programming and direct operating expenses — 411,215 1,366 — 412,581 Selling, general and administrative 42,434 213,936 1,464 — 257,834 Depreciation and amortization 4,473 99,881 6,070 — 110,424 Gain on sales of spectrum — (133,197 ) — — (133,197 ) Total Operating Expenses 46,907 591,835 8,900 — 647,642 Operating (Loss) Profit (46,907 ) 335,605 (3,347 ) — 285,351 Income on equity investments, net — 82,042 9,663 — 91,705 Interest income 4,234 — — — 4,234 Interest expense (82,621 ) — — — (82,621 ) Pension and other postretirement periodic benefit credit, net 14,069 — — — 14,069 Gain on investment transaction — — 3,888 — 3,888 Other non-operating items, net (1,487 ) — — — (1,487 ) Intercompany income (charges) 24,825 (24,740 ) (85 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (87,887 ) 392,907 10,119 — 315,139 Income tax (benefit) expense (17,175 ) 104,122 2,571 — 89,518 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 296,343 (536 ) — (295,807 ) — Net Income (Loss) $ 225,631 $ 288,249 $ 7,548 $ (295,807 ) $ 225,621 Net loss attributable to noncontrolling interests — — 10 — 10 Net Income (Loss) attributable to Tribune Media Company $ 225,631 $ 288,249 $ 7,558 $ (295,807 ) $ 225,631 Comprehensive Income (Loss) $ 232,692 $ 288,183 $ 7,357 $ (295,540 ) $ 232,692 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JUNE 30 , 2019 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 1,309,266 $ 1,730 $ 3,112 $ — $ 1,314,108 Restricted cash and cash equivalents 16,607 — — — 16,607 Accounts receivable, net 60 420,860 389 — 421,309 Broadcast rights — 71,923 675 — 72,598 Income taxes receivable — 17,607 — — 17,607 Prepaid expenses 10,608 16,121 280 — 27,009 Other 7,035 1,233 597 — 8,865 Total current assets 1,343,576 529,474 5,053 — 1,878,103 Properties Property, plant and equipment 45,237 571,828 29,678 — 646,743 Accumulated depreciation (34,768 ) (248,736 ) (1,758 ) — (285,262 ) Net properties 10,469 323,092 27,920 — 361,481 Investments in subsidiaries 11,147,221 59,140 — (11,206,361 ) — Other Assets Broadcast rights — 69,723 304 — 70,027 Operating lease right-of-use assets 7,796 188,474 138 — 196,408 Goodwill — 3,220,300 8,247 — 3,228,547 Other intangible assets, net — 1,309,032 61,582 — 1,370,614 Assets held for sale — 62,789 — — 62,789 Investments 850 1,145,684 8,166 — 1,154,700 Intercompany receivables 3,203,083 7,113,348 1,480,848 (11,797,279 ) — Other 65,491 135,641 7,849 (68,870 ) 140,111 Total other assets 3,277,220 13,244,991 1,567,134 (11,866,149 ) 6,223,196 Total Assets $ 15,778,486 $ 14,156,697 $ 1,600,107 $ (23,072,510 ) $ 8,462,780 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JUNE 30 , 2019 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 21,464 $ 19,609 $ 1,429 $ — $ 42,502 Income taxes payable — 55,509 — — 55,509 Contracts payable for broadcast rights — 211,176 870 — 212,046 Deferred revenue — 12,973 894 — 13,867 Interest payable 30,652 — — — 30,652 Operating lease liabilities 1,664 18,204 36 — 19,904 Other 54,004 56,229 1,003 — 111,236 Total current liabilities 107,784 373,700 4,232 — 485,716 Non-Current Liabilities Long-term debt 2,929,522 — — — 2,929,522 Deferred income taxes — 585,086 — (68,870 ) 516,216 Contracts payable for broadcast rights — 170,803 340 — 171,143 Operating lease liabilities 8,227 184,049 102 — 192,378 Intercompany payables 8,681,608 2,393,930 721,741 (11,797,279 ) — Other obligations 390,251 87,306 23,731 — 501,288 Total non-current liabilities 12,009,608 3,421,174 745,914 (11,866,149 ) 4,310,547 Total liabilities 12,117,392 3,794,874 750,146 (11,866,149 ) 4,796,263 Shareholders’ Equity (Deficit) Common stock 102 — — — 102 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,045,530 8,307,898 913,902 (9,221,800 ) 4,045,530 Retained earnings (deficit) 368,621 2,055,177 (69,198 ) (1,985,979 ) 368,621 Accumulated other comprehensive (loss) income (120,965 ) (1,252 ) (166 ) 1,418 (120,965 ) Total Tribune Media Company shareholders’ equity (deficit) 3,661,094 10,361,823 844,538 (11,206,361 ) 3,661,094 Noncontrolling interests — — 5,423 — 5,423 Total shareholders’ equity (deficit) 3,661,094 10,361,823 849,961 (11,206,361 ) 3,666,517 Total Liabilities and Shareholders’ Equity (Deficit) $ 15,778,486 $ 14,156,697 $ 1,600,107 $ (23,072,510 ) $ 8,462,780 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 1,058,961 $ 904 $ 3,176 $ — $ 1,063,041 Restricted cash and cash equivalents 16,607 — — — 16,607 Accounts receivable, net 323 415,836 779 — 416,938 Broadcast rights — 96,308 1,961 — 98,269 Income taxes receivable — 23,922 — — 23,922 Prepaid expenses 6,992 12,139 313 — 19,444 Other 6,201 1,305 3 — 7,509 Total current assets 1,089,084 550,414 6,232 — 1,645,730 Properties Property, plant and equipment 45,684 612,282 29,411 — 687,377 Accumulated depreciation (31,920 ) (232,469 ) (1,689 ) — (266,078 ) Net properties 13,764 379,813 27,722 — 421,299 Investments in subsidiaries 10,899,707 59,488 — (10,959,195 ) — Other Assets Broadcast rights — 95,482 394 — 95,876 Goodwill — 3,220,300 8,301 — 3,228,601 Other intangible assets, net — 1,375,180 67,276 — 1,442,456 Investments 850 1,233,522 30,065 — 1,264,437 Intercompany receivables 2,987,672 6,571,444 1,447,586 (11,006,702 ) — Other 69,856 141,117 3,229 (61,210 ) 152,992 Total other assets 3,058,378 12,637,045 1,556,851 (11,067,912 ) 6,184,362 Total Assets $ 15,060,933 $ 13,626,760 $ 1,590,805 $ (22,027,107 ) $ 8,251,391 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 31, 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 23,051 $ 20,357 $ 1,489 $ — $ 44,897 Income taxes payable — 9,973 — — 9,973 Contracts payable for broadcast rights — 230,501 2,186 — 232,687 Deferred revenue — 11,639 869 — 12,508 Interest payable 30,086 — — — 30,086 Other 44,702 76,694 246 — 121,642 Total current liabilities 97,839 349,164 4,790 — 451,793 Non-Current Liabilities Long-term debt 2,926,083 — — — 2,926,083 Deferred income taxes — 570,933 64,201 (61,210 ) 573,924 Contracts payable for broadcast rights — 232,850 425 — 233,275 Intercompany payables 8,121,544 2,176,908 708,250 (11,006,702 ) — Other 397,559 121,497 24,163 — 543,219 Total non-current liabilities 11,445,186 3,102,188 797,039 (11,067,912 ) 4,276,501 Total Liabilities 11,543,025 3,451,352 801,829 (11,067,912 ) 4,728,294 Shareholders’ Equity (Deficit) Common stock 102 — — — 102 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,031,233 8,307,898 913,902 (9,221,800 ) 4,031,233 Retained (deficit) earnings 223,734 1,868,740 (130,052 ) (1,738,688 ) 223,734 Accumulated other comprehensive (loss) income (104,967 ) (1,230 ) (63 ) 1,293 (104,967 ) Total Tribune Media Company shareholders’ equity (deficit) 3,517,908 10,175,408 783,787 (10,959,195 ) 3,517,908 Noncontrolling interests — — 5,189 — 5,189 Total shareholders’ equity (deficit) 3,517,908 10,175,408 788,976 (10,959,195 ) 3,523,097 Total Liabilities and Shareholders’ Equity (Deficit) $ 15,060,933 $ 13,626,760 $ 1,590,805 $ (22,027,107 ) $ 8,251,391 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30 , 2019 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (51,751 ) $ 350,238 $ (88,224 ) $ — $ 210,263 Investing Activities Capital expenditures (1,188 ) (29,558 ) 139 — (30,607 ) Spectrum repack reimbursements — 5,947 — — 5,947 Proceeds from the sales of investments — — 107,547 — 107,547 Other, net — (919 ) — — (919 ) Net cash (used in) provided by investing activities (1,188 ) (24,530 ) 107,686 — 81,968 Financing Activities Payments of dividends (44,175 ) — — — (44,175 ) Tax withholdings related to net share settlements of share-based awards (8,630 ) — — — (8,630 ) Proceeds from stock option exercises 11,396 — — — 11,396 Contribution from noncontrolling interest — — 245 — 245 Change in intercompany receivables and payables and intercompany contributions 344,653 (324,882 ) (19,771 ) — — Net cash provided by (used in) financing activities 303,244 (324,882 ) (19,526 ) — (41,164 ) Net Increase (decrease) in Cash, Cash Equivalents and Restricted Cash 250,305 826 (64 ) — 251,067 Cash, cash equivalents and restricted cash, beginning of period 1,075,568 904 3,176 — 1,079,648 Cash, cash equivalents and restricted cash, end of period $ 1,325,873 $ 1,730 $ 3,112 $ — $ 1,330,715 Cash, Cash Equivalents and Restricted Cash are Comprised of: Cash and cash equivalents $ 1,309,266 $ 1,730 $ 3,112 $ — $ 1,314,108 Restricted cash and cash equivalents 16,607 — — — 16,607 Total cash, cash equivalents and restricted cash $ 1,325,873 $ 1,730 $ 3,112 $ — $ 1,330,715 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30 , 2018 (In thousands of dollars) Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (83,042 ) $ 327,636 $ (23,653 ) $ — $ 220,941 Investing Activities Capital expenditures (6,087 ) (18,785 ) (75 ) — (24,947 ) Spectrum repack reimbursement — 1,698 — — 1,698 Proceeds from sales of investments — — 3,890 — 3,890 Other — 2 1,613 — 1,615 Net cash (used in) provided by investing activities (6,087 ) (17,085 ) 5,428 — (17,744 ) Financing Activities Payments of dividends (43,847 ) — — — (43,847 ) Tax withholdings related to net share settlements of share-based awards (5,723 ) — — — (5,723 ) Proceeds from stock option exercises 581 — — — 581 Distribution to noncontrolling interests — — (2 ) — (2 ) Change in intercompany receivables and payables and intercompany contributions 291,389 (310,622 ) 19,233 — — Net cash provided by (used in) financing activities 242,400 (310,622 ) 19,231 — (48,991 ) Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 153,271 (71 ) 1,006 — 154,206 Cash, cash equivalents and restricted cash, beginning of period 687,868 1,501 1,882 — 691,251 Cash, cash equivalents and restricted cash, end of period $ 841,139 $ 1,430 $ 2,888 $ — $ 845,457 Cash, Cash Equivalents and Restricted Cash are Comprised of: Cash and cash equivalents $ 824,532 $ 1,430 $ 2,888 $ — $ 828,850 Restricted cash and cash equivalents 16,607 — — — 16,607 Total cash, cash equivalents and restricted cash $ 841,139 $ 1,430 $ 2,888 $ — $ 845,457 |